Pioneer Power Solutions (PPSI) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for November 13, 2025, with voting on director elections and auditor ratification; proxy materials are distributed primarily via internet to reduce costs and environmental impact.

• Shareholders can vote online, by phone, mail, or in person, with a record date of September 19, 2025, and 11,095,266 shares outstanding.

• Board recommends voting FOR all director nominees and FOR auditor ratification.

Voting matters and shareholder proposals

• Proposal 1: Election of seven directors to serve until the 2026 annual meeting.

• Proposal 2: Ratification of BDO USA, P.C. as independent registered public accounting firm for 2025.

• Shareholders may submit future proposals for the 2026 meeting by June 2, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of seven members, with four independent directors as per Nasdaq rules.

• Three standing committees: audit, compensation, and nominating/governance, all with independent members and formal charters.

• Board held seven meetings in 2024; all directors attended the 2024 annual meeting.

• Chairman and CEO roles are combined; no lead independent director is appointed.

• Board encourages open communication and has no formal shareholder communication policy.